Comprehensive Release Agreement


Exhibit 10.36


COMPREHENSIVE RELEASE AGREEMENT





This agreement (this "Agreement") is entered into by and among Procept,
Inc. (formerly Pacific Pharmaceuticals, Inc.) ("Procept"), AOI Pharmaceuticals, Inc. (a subsidiary of Access
Oncology, Inc.) ("AOIP"), and the United States Public Health Services ("PHS"), and both the
Penn State Research Foundation ("Foundation"), the University of Chicago ("UC")
(Procept, AOIP and PHS, Foundation and UC collectively, the
"Parties").


               
WHEREAS, the Foundation, UC and PHS are owners of certain patent rights associated with
06-Benzylguanine and/or its derivatives;


               
WHEREAS, UC under an agreement with its affiliated corporation, ARCH Development Corporation has the right to license
the Licensed Patents and other intellectual property owned by ARCH;


               
WHEREAS, Foundation executed the following Interinstitutional Agreements (IIA) with PHS: L-094-91/0, executed May 20,
1997 (attached as Exhibit A); and with UC executed (May 16, 1997) (attached as Exhibit B) whereby UC and the
Foundation received full power and authority to enter into a license agreement with Procept on or about February 6,
1998 (such license agreement, the "License Agreement" attached as Exhibit C), pursuant to which Procept received an exclusive worldwide license to
certain Patent Rights (as defused therein);


               
WHEREAS, Procept has sub-licensed certain of its interests, rights and obligations under the License Agreement
to AOIP pursuant to a sublicense agreement entered into by and between Procept and AOIP on or about October
13, 2000 (such sublicense agreement, the "Sublicense Agreement" attached as Appendix D);


               
WHEREAS, UC, Foundation and the PHS have agreed to enter into the following Interinstitutional
Agreements ("Interinstitutional Agreements"): L-086-02/0, executed January 30, 2002; and L-067-02/0, executed
January 29, 2002, copies of which are attached hereto as Exhibits E and F and pursuant to which PHS has exclusive licensing rights
associated with the Patent Rights;


               
WHEREAS, Procept and PHS have executed a revised license agreement dated February 28, 2002, L-068-02/0
("Revised License Agreement"), to which this Release agreement ("Comprehensive Release
Agreement") is attached as Appendix J, and replaces the existing Release Agreement, now attached to Revised License
Agreement as Appendix I. Said Revised License Agreement (L-OG8-02/0, executed February 28, 2002), its Amendment
(L-068-02/l, "Amendment"), and the Comprehensive Release Agreement shall supercede and terminate the
terms and conditions of the License Agreement;


               
WHEREAS, the Parties acknowledge that they will each derive substantial benefit from the Revised License
Agreement, the Sublicense Agreement and AOIP’s development efforts thereunder;


               
NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants herein contained, and for other
good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as
follows:


               
1.             PHS, the Foundation and UC hereby
irrevocably and absolutely release and forever discharge both Procept and AOIP, as well as their affiliates, and
their respective successors, predecessors, assigns, beneficiaries, executors, trustees, administrators, subrogees, agents,
representatives, employees, officers, directors, shareholders, partners, parent corporations, subsidiaries and affiliates
(collectively, "Released Parties"), of and from any and all claims, demands, obligations, debts, actions, and
causes of action of every nature, character, and description, known or unknown, pursuant to, arising out of, or related to the
License Agreement, which PHS now owns or holds, or has at any time heretofore owned or held, or may at any time own
or hold against the Released Parties, arising prior to and including the date of this Agreement.






               
2.             In the event the Revised License Agreement is
terminated owing to a breach by Procept (as determined by a court of competent jurisdiction or specific reference in a
settlement of litigation) and AOIP is in good standing under the Sublicense Agreement, PHS, or Foundation and
UC (in the event that the Interinstitutional Agreements have also been terminated,) will grant a license directly to
AOIP on substantially similar terms and conditions as those contained in the Revised License Agreement and its
Amendment (such newly granted license, the "New AOIP License"). It is understood and agreed that unless
and until such New AOIP License is executed, AOIP shall maintain its exclusive Sublicense to the Patent Rights
(as defined in Appendix A of Revised License Agreement, L-068-02/0) far up to ninety (90) days in accordance with the
Sublicense Agreement, and thereafter in accordance with the material terms and conditions of the Revised License
Agreement. It is further understood and agreed that the Sublicense Agreement shall terminate upon execution of the
New AOIP License. It is further understood and agreed to by PHS, Foundation, UC, and AOIP that the royalty
consideration to be paid to PHS, or to Foundation and UC in the event the Interinstitutional Agreements
have also been terminated, under the terns and conditions of the New AOIP License shall be the same as those terms contained
in Appendix C of the Revised License Agreement.


               
3.             In the event the Interinstitutional Agreements
between PHS and the Foundation and PHS and UC are determined by a court of competent jurisdiction to be
breached by PHS and as a result, are terminated, and Procept is in good standing under the Revised License
Agreement, the Amendment, and the Comprehensive Release Agreement, the Foundation will grant a license
directly to Procept on the same terms and conditions as those contained in the Revised License Agreement and its
Amendment (such newly granted license, the "New Procept License").  It is understood and agreed that
in that event, unless and until such New Procept License is executed, Procept shall maintain its exclusive license to
the Patent Rights in accordance with the Revised License Agreement. Regardless of whether the New Procept
License is executed, the Sublicense Agreement, and its Amendment, shall remain in full force and effect.


               
4.             The construction, validity, performance, and effect of
this Agreement shall be governed by Federal law as applied by the Federal courts in the District of Columbia.


               
5.             This Agreement may be signed in one or more
counterparts, each of which is to be considered an original, and taken together as one and the same document.


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                 IN WITNESS WHEREOF, the Parties acknowledge by the signatures below of their authorized
representatives that they have read this Comprehensive Release Agreement and understand and agree to be bound by its terms
and conditions.


 


For PHS:


/s/ Jack
Spiegel                                                                            
                                       
5/13/2002              

Jack Spiegel,
Ph.D.                                                                                                                        
Date

Director, Division of Technology Development and Transfer

Office of Technology Transfer

National Institutes of Health


Mailing Address for Notices:


Office of Technology Transfer

National Institutes of Health

6011 Executive Boulevard, Suite 325

Rockville, Maryland 20852-3804 U.S.A.


PROCEPT,
INC.                                                                           
AOI PHARMACEUTICALS, ING.


369 Lexington
Avenue                                                               
An Access Oncology Company

10th
Floor                                                                                     
750 Lexington Avenue

New York, NY
10017                                                                   
26th Floor


                                                                                                       
New York, NY 10022


 


By: /s/ Salvatore A. Bocci                         
                                 
  By: /s/ I. Craig Henderson                                


Name:  Salvatore A. Bocci                         
                                 Name: 
  I. Craig Henderson                                


Title:  President and CEO                           
                                 Title: 
  President and CEO                                  


Date:  5/17/04                                               
                                 Date: 
  5/26/02                                                       


THE PENN STATE RESEARCH FOUNDATION UNIVERSITY OF CHICAGO


 


113 Technology Center                                                              5640
  South Ellis Avenue

  University Park, PA 16802                                                        
  Suite 405, Chicago Illinois 60637


 


By: /s/ David E. Branigan                          
                                 
  By: /s/ Authorized Signatory                           


Name:  David E. Branigan                          
                                  Name: 
                                                                    


Title:  Treasurer                                           
                                  Title: 
                                                                      


Date:  May 24, 2002            
                                                 
          Date:    5/29/02